UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: ______

Commission File Number: 001-41333

Locafy Limited

(Exact name of Registrant as specified in its charter)

Not applicable		Australia
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Locafy Limited

246 Churchill Avenue

Subiaco WA 6008, Australia

+61 409 999 339

(Address of principal executive offices)

Gavin Burnett

Locafy Limited

246 Churchill Avenue

Subiaco WA 6008, Australia

Tel: +61 409 999 339

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value per share	LCFY	The Nasdaq Capital Market
Warrants to purchase Ordinary Shares	LCFYW	The Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

On June 30, 2024, the issuer had 1,382,185 ordinary shares, no par value per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

☐

International Financial Reporting Standards as issued by the International Accounting Standards Board

☒

Other

☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

PART III
	ITEM 18.	FINANCIAL STATEMENTS
	ITEM 19.	EXHIBITS	4
SIGNATURES			6

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the “Amendment”) amends the Annual Report on Form 20-F of Locafy Limited for the fiscal year ended June 30, 2024, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2024 (the “Form 20-F”). The sole purpose of this Amendment is to amend and restate the report (the “Report”) of the Company’s independent registered public accounting firm (“Grant Thornton”) in its entirety included in the Form 20-F as the incorrect Report was inadvertently included in the Form 20-F.

In accordance with applicable SEC rules and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 19 of this Amendment reflects a new consent of Grant Thornton and currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer.

The Form 20-F, as amended by this Amendment, speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date of the Form 20-F, and does not modify or update in any way the disclosures made in the Form 20-F except as described above. Accordingly, this Amendment should be read in conjunction with the Form 20-F and the Company’s filings with the SEC subsequent to the original filing date of the Form 20-F.

ITEM 18.

Financial Statements

See our financial statements beginning on page F-1, which are filed as part of this Annual Report and incorporated herein by reference.

ITEM 19.

EXHIBITS

Exhibit No.		Description

1.1		Constitution of Locafy Limited, as currently in effect (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

2.1		Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F, filed with the SEC on October 11, 2023.

2.2		Constitution of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

2.3		Form of Deed Poll Constituting Convertible Loan Notes (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

2.4		Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

2.5		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

2.6		Form of Convertible Note Deed (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

2.7		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

2.8		Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

4.1#		Executive Agreement, dated January 1, 2020, by and among Locafy Limited (f/k/a Moboom Limited) and Gavin Burnett (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

4.2#		Company Performance Rights Plan (as of July 16, 2021) (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

4.3		Form of Deed of Access, Insurance and Indemnity (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

4.4		Lease Agreement, by and between Landville Pty Ltd and Victor Vlahos as trustee for the Victor Vlahos Family trust and Locafy Limited (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1, filed with the SEC on February 1, 2022).

4.5#		Executive Agreement, dated January 1, 2020, by and among Locafy Limited (f/k/a Moboom Limited) and Melvin Tan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

4.6		Form of Warrant Agency Agreement, by and between Computershare Inc. and Computershare Trust Company, N.A., and Locafy Limited (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-1/A, filed with the SEC on March 7, 2022).

4.7		At The Market Offering Agreement, dated May 18, 2023, by and between Locafy Limited and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form F-3, filed with the SEC on May 19, 2023).

8.1		List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration on Form F-1/A, filed with the SEC on March 7, 2022).

11.1***		Insider Trading Policy of Locafy Limited

12.1*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

12.2*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

13.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1*		Consent of Grant Thornton Audit Pty Ltd, an Independent Registered Public Accounting Firm.

97.1***		Compensation Recovery Policy of Locafy Limited

101.INS*		Inline XBRL Instant Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBLR Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase

104*		Cover Page Interactive Data File – (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

*** Previously filed.

# Indicates management contract or compensatory plan.

Certain schedules and/or exhibits have been omitted in accordance with the instructions to Item 19 of Form 20-F. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC or its staff upon request.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	Locafy Limited

November 18, 2024	By:	/s/ Gavin Burnett
	Name:	Gavin Burnett
	Title:	Chief Executive Officer

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2233)	F-2
Consolidated statements of profit or loss and other comprehensive income	F-3
Consolidated statements of financial position	F-4
Consolidated statements of changes in equity	F-5
Consolidated statements of cash flows	F-6
Notes to consolidated financial statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Locafy Limited

Opinion on the financial statements

We have audited the accompanying consolidated statements of financial position of Locafy Limited and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of profit and loss and other comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for each of the three years in the period ended June 30, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3.2 to the financial statements, the Company incurred a net loss of $2,988,469 and experienced net cash outflows from operating activities of $1,112,902 during the year ended June 30, 2024. These conditions, along with other matters as set forth in Note 3.2, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON AUDIT PTY LTD
PCAOB: 2233
We have served as the Company’s auditor since 2021.
Perth, Western Australia
November 12, 2024

F-2

Locafy Limited

Consolidated statement of profit or loss and other comprehensive income for the years ended 30 June 2024, 30 June 2023 and 30 June 2022

	Notes	2024 A$			2023 A$			2022 A$
		Consolidated Group
	Notes	2024 A$			2023 A$			2022 A$

Revenue	5		4,151,088			5,376,693			4,222,689
Other income	6		61,360			993,493			1,298,499
Technology expense			(890,778	)		(1,718,974	)		(1,805,432	)
Employee benefits expense			(3,238,568	)		(5,267,246	)		(4,411,926	)
Occupancy expense			(101,415	)		(113,572	)		(66,365	)
Marketing expense			(187,046	)		(318,492	)		(414,012	)
Consultancy expense			(853,850	)		(874,638	)		(1,691,544	)
Depreciation and amortisation expense			(1,473,999	)		(1,355,170	)		(852,361	)
Other expenses	8		(68,826	)		(213,051	)		(245,079	)
Impairment of financial assets			(272,236	)		(295,262	)		(376,606	)
Operating loss			(2,874,270	)		(3,786,219	)		(4,342,137	)

Financial cost	8		(114,199	)		(105,367	)		(748,190	)
Loss before income tax			(2,988,469	)		(3,891,586	)		(5,090,327	)

Income tax expense	9		-			-			-
Loss for the year			(2,988,469	)		(3,891,586	)		(5,090,327	)

Other comprehensive income:
Items that will be reclassified subsequently to profit and loss
Exchange differences on translating foreign operations			3,023			(23,010	)		(48,453	)

Total Comprehensive Loss for the year			(2,985,446	)		(3,914,596	)		(5,138,780	)

Earnings per share
Basic loss per share	25		(2.30	)		(3.69	)		(4.94	)
Diluted loss per share	25		(2.30	)		(3.69	)		(4.94	)

This statement should be read in conjunction with the notes to the financial statements.

F-3

Locafy Limited

Consolidated statement of financial position

As at 30 June 2024

	Notes	2024 A$			2023 A$
		Consolidated Group
	Notes	2024 A$			2023 A$
Assets
Current assets
Cash and cash equivalents			275,875			3,174,700
Trade and other receivables	10		904,564			1,288,513
Other assets	11		294,355			356,782
Total current assets			1,474,794			4,819,995

Non-current assets
Property, plant and equipment	13		196,929			380,018
Right of use assets	14		280,810			314,596
Intangible assets	15		4,204,966			3,720,272
Total non-current assets			4,682,705			4,414,886

Total assets			6,157,499			9,234,881

Liabilities
Current liabilities
Trade and other payables	16		1,252,503			2,507,573
Borrowings	17		271,600			301,600
Provisions	18		211,300			214,465
Accrued expenses	19		496,749			512,611
Lease liabilities	14		128,669			85,165
Contract and other liabilities	20		147,640			152,211
Total current liabilities			2,508,461			3,773,625

Non-current liabilities
Lease liabilities	14		203,909			332,578
Provisions	18		133,399			138,721
Total non-current liabilities			337,308			471,299
Total liabilities			2,845,769			4,244,924

Net assets			3,311,730			4,989,957

Equity
Issued capital	21		48,588,888			47,930,486
Reserves	22		2,925,679			2,404,933
Accumulated losses	23		(48,202,837	)		(45,345,462	)
Total equity			3,311,730			4,989,957

This statement should be read in conjunction with the notes to the financial statements.

F-4

Locafy Limited

Consolidated statement of changes in equity

for the years ended 30 June 2024, 30 June 2023 and 30 June 2022

Consolidated	Notes	Issued capital			Foreign currency translation reserve			Share option reserve			Convertible note reserve			Accumulated losses			Total
		A$			A$			A$			A$			A$			A$
Balance at 1 July 2021			35,505,073			192,233			3,603,916			-			(40,136,700	)		(835,478	)
Loss for the year	23		-			-			-			-			(5,090,327	)		(5,090,327	)
Exchange difference on translation of foreign operations	22		-			(48,453	)		-			-			-			(48,453	)
Total other comprehensive income			-			(48,453	)		-			-			(5,090,327	)		(5,138,780	)

Issue of ordinary shares	21		10,516,298			-			-			-			-			10,516,298
Issue of convertible notes	22		-			-			-			140,721			-			140,721
Issue of warrants	22		-			-			363,282			-			-			363,282
Issue of performance rights	22		-			-			1,054,776			-			-			1,054,776
Share issue costs	21		(983,334	)		-			-			-			-			(983,334	)
Balance at 30 June 2022			45,038,037			143,780			5,021,974			140,721			(45,227,027	)		5,117,485

Balance at 1 July 2022			45,038,037			143,780			5,021,974			140,721			(45,227,027	)		5,117,485
Loss for the year	23		-			-			-			-			(3,891,586	)		(3,891,586	)
Exchange difference on translation of foreign operations	22		-			(23,010	)		-			-			-			(23,010	)
Total other comprehensive income			-			(23,010	)		-			-			(3,891,586	)		(3,914,596	)

Issue of ordinary shares	21		3,295,822			-			-			-			-			3,295,822
Issue of performance rights	22		-			-			866,105			-			28,514			894,619
Transfer to retained earnings on historical expiry of share options	22		-			-			(3,603,916	)		-			3,603,916			-
Transfer to retained earnings on historical conversion of notes	22		-			-			-			(140,721	)		140,721			-
Share issue costs	21		(403,373	)		-			-			-			-			(403,373	)
Balance at 30 June 2023			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957

Balance at 1 July 2023			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957
Beginning balance			47,930,486			120,770			2,284,163			-			(45,345,462	)		4,989,957

Loss for the year	23		-			-			-			-			(2,988,469	)		(2,988,469	)
Exchange difference on translation of foreign operations	22		-			3,023			-			-			-			3,023
Total other comprehensive income			-			3,023			-			-			(2,988,469	)		(2,985,446	)

Issue of ordinary shares	21		769,936			-						-			-			769,936
Share based payments	22								53,333									53,333
Issue of performance rights	22		-			-			595,484			-			-			595,484
Transfer to retained earnings on forfeited performance rights	22		-			-			(131,094	)		-			131,094			-
Share issue costs	21		(111,534	)		-			-			-			-			(111,534	)
Balance at 30 June 2024			48,588,888			123,793			2,801,886			-			(48,202,837	)		3,311,730
Ending balance			48,588,888			123,793			2,801,886			-			(48,202,837	)		3,311,730

This statement should be read in conjunction with the notes to the financial statements.

F-5

Locafy Limited

Consolidated statement of cash flows

for the years ended 30 June 2024, 30 June 2023 and 30 June 2022

	Notes	2024 A$			2023 A$			2022 A$
		Consolidated Group
	Notes	2024 A$			2023 A$			2022 A$
Cash flows from operating activities
Receipts from customers (inclusive of GST)			3,098,793			4,463,725			3,038,044
Payments to suppliers and employees (inclusive of GST)			(4,658,997	)		(7,005,510	)		(7,999,866	)
R&D Tax Incentive & other grants			561,501			386,181			803,042
Financial cost			(114,199	)		(105,367	)		(81,656	)
Net cash used by operating activities	24		(1,112,902	)		(2,260,971	)		(4,240,436	)

Cash flows from investing activities
Purchase of intellectual property			(2,166,587	)		(1,617,446	)		(1,615,192	)
Purchase of property, plant and equipment			-			(2,170	)		(390,339	)
Maturity of term deposit			40,000			-			-
Net cash used by investing activities			(2,126,587	)		(1,619,616	)		(2,005,531	)

Cash flows from financing activities
Proceeds from issue of shares			769,936			3,295,822			9,979,861
Payment for share issue costs			(313,643	)		(403,373	)		(639,429	)
Repayment of borrowings			(30,000	)		(6,500	)		(97,500	)
Leasing liabilities			(85,165	)		(32,673	)		(59,419	)
Net cash from financing activities			341,128			2,853,276			9,183,513

Net (decrease) / increase in cash and cash equivalents			(2,898,361	)		(1,027,311	)		2,937,546
Net foreign exchange difference			(464	)		118,276			495,448
Cash and cash equivalents at the beginning of the year			3,174,700			4,083,735			650,731
Cash and cash equivalents at the end of the year			275,875			3,174,700			4,083,735

This statement should be read in conjunction with the notes to the financial statements.

F-6

Notes to the financial statements

1. General information

Locafy Limited (“Company” or “Locafy”) is a limited liability company incorporated in Australia. Its registered office and principal place of business is 246 Churchill Avenue, Subiaco, Western Australia. Locafy’s ordinary shares are listed on the Nasdaq Stock Exchange.

The principal activities of the consolidated entity during the year ended 30 June 2024 were the continued commercialisation of Locafy’s developed technologies and the continual acquisition of assets complimentary to Locafy’s technology and commercial model.

Locafy has developed online marketing technology (“Technology”) delivered in a highly automated manner via a Software-as-a-Service (“SaaS”) model. Its Technology publishes content on Search Engine Optimized (“SEO”) web pages that it hosts and manages. The Technology (and competitive advantage) is different from alternative solutions as it incorporates the Company’s “Entity Based” SEO technology and know-how, which based on the Company’s testing and those in active production, leads to web pages being highly likely to appear more prominently in search engine result pages (“SERP”) for search keywords relevant to those web pages and more rapidly than alternative solutions.

Consumer-related online searches can be broadly categorized into “local search” terms for products and services that are in close proximity to the consumer’s immediate location (e.g. “cafe”, “accountant near me”) and “national search” terms for non-location specific products and services (e.g. “coffee machine”, “home loan”). The Company’s Technology provides users with a cost-effective solution to increase their online visibility for both local and national search terms and thereby increase the likelihood that consumers searching online for products and services will find a user’s web page that promotes their business, products or services.

Fundamental to each of the Company’s search solutions are the web pages created through its Technology; each of which are configured for a specific use case. Its web pages contain features that would otherwise require significant manual effort to achieve or the application of additional and more expensive solutions. For instance, in order to achieve superior SERP rankings the Company optimises its web pages to enable search engines to detect and understand the relevant page content based on a specific “Entity”. The Technology also automatically incorporates other contributing factors affecting SERP rankings including page speed, accessibility, security, and unique quality content, for which we are able to effectively leverage generative artificial intelligence (“AI”).

The Company also operates a Publishing division, which includes ownership of the global directory, Hotfrog, and three additional Australian directories, AussieWeb.com.au, PinkPages.com.au and SuperPages.com.au. Combined, these directory assets contain more than 60 million business listings and an email database of approximately 490,000 subscribers.

In March 2024 the Company completed its development to connect business directory listing data supplied by one of its existing partners to programmatically produce individual web pages on a large scale, using business listing content drawn from its business directory database and supplemented with other content sources, including the end user’s Google Business Profile.

The Company intends to expand its online property portfolio to provide a wide range of niche publications (boosted by its Technology) whereby content producers can publish their content to reach a wider audience.

In essence, through its Technology, the Company has created an end-to-end online marketing solution that can syndicate content to multiple publications, some of which are owned by Locafy and some owned by third parties. The Company’s Technology and know-how improves the publication’s search engine rankings leading to increased website traffic (i.e. increased audience). The Company monetises these solutions through a combination of service, subscription and advertising fees which are charged on both a fixed and variable (e.g. value-based pricing) basis.

2. Application of new and revised Accounting Standards

New and revised standards that are effective for these financial statements

Certain new accounting standards and interpretations have been published that are mandatory for 30 June 2024 reporting periods and have not been adopted by the Group. The Group’s assessment of the impact of these new standards do not have a material impact on the entity in the current reporting periods.

Impact of standards issued but not yet applied

At the date of authorization of the financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective:

New or revised requirement	Description	Effective
AASB 2020-1	Classification of Liabilities as Current or Non-current	1 January 2024
AASB 2014-10	Sale or Contribution of Assets between an Investor and its Associates or Joint Venture	1 January 2025
IFRS 9 and IFRS 7	Classification and Measurement of Financial Instruments	1 January 2026
AASB 18	Presentation and Disclosure in Financial Statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027

The amendments to the individual Standards may be applied early, separately from the amendments to the other Standards, where feasible.

We do not anticipate that the amendments will have a material impact on the Group but may change the disclosure of accounting policies included in the financial statements.

3. Material accounting policies

3.1 General information

The financial statements cover Locafy Limited as a consolidated entity consisting of Locafy Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Locafy Limited’s functional and presentation currency.

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A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorized for issue, in accordance with a resolution of directors, on November 12, 2024.

3.2 Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Going concern basis

The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Consolidated Entity and Company have incurred a net loss after tax of $2,988,469 and experienced net cash outflows from operating activities of $1,112,902 for the year ended 30 June 2024.

As at 30 June 2024, the Consolidated Entity and Company had cash assets of $275,875 and reported current liabilities exceed its current assets by $1,033,667. During July 2024, the Company sold 70,708 ordinary shares for total gross proceeds of US$554,428. Following this capital raise, on a proforma basis as of 1 July 2024, the Consolidated Entity and Company has cash assets of $1,097,689 and current liabilities exceed current assets by $211,853.

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The Consolidated Entity and Company’s ability to continue as going concerns and to pay their debts as and when they fall due is dependent on generating additional revenues from its operations, managing all costs in line with management’s forecasts and, if necessary, raising further capital. Management have prepared a cash flow forecast on this basis which indicates that the Consolidated Entity will have sufficient cash flows to meet minimum operating overheads and committed expenditure requirements for the 12 month period from the date of signing the financial report if they are successful in meeting those forecasts.

The Directors believe the Consolidated Entity and Company will continue as a going concern, after consideration of the following factors:

	●	regular review of management accounts and cash flow forecast, incorporating expected cash inflows from sales and collection of trade receivables;
	●	close management of both its operating costs and corporate overheads;
	●	sales pipeline continues to grow and the Company is confident of achieving further sales growth across a number of existing and new reseller customers and different product offerings; and
	●	the Company has the ability to raise funds through equity issues, currently up to US$1,549,173, pursuant to an At The Market Offering with H.C. Wainwright & Co., LLC.

The financial report has therefore been prepared on the going concern basis. Should the Consolidated Entity and the Company be unable to achieve successful outcomes in relation to each of the matters referred to above, there is substantial doubt whether the Consolidated Entity and the Company will be able to continue as a going concern and, therefore, whether they will realise their assets and discharge their liabilities in the normal course of business.

The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts and classification of liabilities that might be necessary should the Consolidated Entity and the Company not continue as a going concern.

3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

	●	has power over the investee;
	●	is exposed, or has rights, to variable returns from its involvement with the investee; and
	●	has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.

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3.4 Segment Reporting

The Company has two operating segments: publishing and SEO agency. In identifying these operating segments, management generally follows the Company’s service lines representing its main products and services (see Note 7). Each of these operating segments are managed separately as each requires different technologies, marketing approach and other resources.

3.5 Revenue

Overview

Revenue arises mainly from the sale of digital marketing solutions and associated services. To determine whether to recognise the revenue, the Company follows a 5-step process:

	1.	Identifying the contract with a customer.
	2.	Identifying performance obligations.
	3.	Determining the transaction price.
	4.	Allocating the transaction price to the performance obligations.
	5.	Recognising revenue when/as performance obligations are satisfied.

The Company often enters into transactions involving a range of the Company’s products and services, for example for the delivery of software and related after-sales support.

In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.

Revenue is recognised either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.

The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position (see Note 20). Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.

Consideration received can be variable in nature, based upon customer usage in excess of contractually agreed units. The variable consideration is included in the transaction price at the company’s best estimate, using either an expected value or most likely outcome, whichever provides the best estimate and is included in revenue to the extent that it is highly probable that there will be no significant reversal of the cumulative amount of revenue when any price uncertainty is resolved.

Revenue from operating segments

The Company operates two segments: Publishing and SEO Agency, with the key differentiation being website ownership. Under the Publishing segment are products and services that the Company offers that are related to digital properties (i.e. mastheads) that it owns e.g. business data published on Hotfrog, advertising placed on AussieWeb, articles published on scoop.com.au. In contrast, under the SEO Agency segment are products and services that are applied to digital properties that are owned and operated by third parties

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Revenue from products and services

Subscriptions

Revenues from the sale of product licences are recognised during the period in which the subscription is made available to our customers for use. The SaaS and related support revenue (if any) is recognised over time, being the subscription period, as the customer simultaneously receives and consumes the benefit of accessing product licences.

Access to the product licence is not considered distinct from other performance obligations, as access to any product licence alone does not allow the customer to obtain substantially all the benefits of the access, and is therefore accounted for as a single performance obligation.

Advertising

We own and operate a network of more than 60 million web pages. The vast majority of these web pages are related to business directories; however, we are focused on increasing the number of article web pages as the content for these types of web pages a generally more “rich” and therefore more engaging for readers. In situations where a web page is published for free (i.e. non-sponsored content) we may choose to monetize those pages through advertising placements. Advertising revenue is generally derived on a Pay-Per-Impression or similar basis and recognised during the period in which the advertisements are published.

Services

Where the Company provides services which involve developing a customer-specific website design or solution, in such cases, revenue is recognised during the period in which the professional services were delivered or upon the achievement of agreed performance obligations.

3.6 Foreign currencies

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (A$), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

3.7 Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.

When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments.

3.8 Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, when it is probable that settlement will be required and they are capable of being measured reliably.

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Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of long-term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

3.9 Share-based payments arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or service received, except where that fair value cannot be estimated reliably, in which case they are measured at their fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Performance rights

Share-based compensation benefits are provided to employees via the Company’s Incentive Performance Rights Plan (Plan). The objective of the Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. The fair value of performance rights granted under the Plan are recognized as a share-based payment expense with a corresponding increase in equity.

The fair value is measured at grant date and recognized over the period of service during which the employees become unconditionally entitled to the performance rights. The fair value of the performance rights at grant date excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). These non-market vesting conditions are included in assumptions about the number of performance rights that are expected to vest.

At each statement of financial position date, the entity revises its estimate of the number of performance rights that are expected to vest. The share-based payment expense recognized each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognized in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.

3.10 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years, and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reported period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3.11 Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the diminishing value method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The following useful lives are applied:

Class of fixed asset		Depreciation rate
Leasehold improvements		Remaining lease term
IT equipment		10-25%
Other equipment		20%

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

In the case of right-of-use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually.

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses.

3.12 Intangible assets other than goodwill

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development is recognised if, and only if, all of the following have been demonstrated:

	●	the technical feasibility of completing the intangible asset so that it will be available for use or sale;
	●	the intention to complete the intangible asset and use or sell it;
	●	the ability to use or sell the intangible asset;
	●	how the intangible asset will generate probable future economic benefits;
	●	the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
	●	the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.

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Patents and trademarks

Patents and trademarks are recognised at cost of acquisition and amortised over their useful lives. They have a finite life and are reported at cost less accumulated amortisation and accumulated impairment losses.

Databases

Databases are recognised at cost of acquisition and amortised over their useful lives. They have a finite life as data becomes dated and are reported at cost less accumulated amortisation and accumulated impairment losses.

The following useful lives are applied:

Class of fixed asset	Amortisation rate
Patents		5	%
Trademarks		10	%
Databases		16.67	%
Websites		20	%

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.13 Provisions

Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain.

Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

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No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.

3.14 Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into one of the following categories:

	●	amortised cost
	●	fair value through profit or loss (FVTPL), or
	●	fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorised as FVTPL or FVOCI.

The classification is determined by both:

	●	the entity’s business model for managing the financial asset, and
	●	the contractual cash flow characteristics of the financial asset.

All revenue and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items.

Subsequent measurement of financial assets

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

	●	they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows, and
	●	the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Impairment of financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the “expected credit loss (ECL) model”. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

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The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

	●	financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’); and
	●	financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).

“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date.

“12-month expected credit losses” are recognised for the first category (i.e. Stage 1) while “lifetime expected credit losses” are recognised for the second category (i.e. Stage 2).

Trade and other receivables and contract assets

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The Group assesses impairment of trade receivables on an individual account basis.

Classification and measurement of financial liabilities

The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

Convertible Notes

The component parts of convertible notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion options that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.

3.15 Trade and other receivables

The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are expected shortfalls in contractual cash flows, considering the potential for default at any point during the lifetime of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using a provision matrix.

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The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 3.14 for a detailed analysis of how the impairment requirements of IAS 9 are applied.

3.16 Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

	i.	where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
	ii.	for receivables and payable which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

3.17 Leases

For any new contracts entered into the Company considers whether a contract is, or contains a lease. A lease is defined as “a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration”. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether:

	1.	the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company;
	2.	the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract;
	3.	the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.

At lease commencement date, the Company recognises a right of use asset and a lease liability on the balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Company depreciates the right of use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The Company also assesses the right of use asset for impairment when such indicators exist.

At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right of use asset, or profit and loss if the right of use asset is already reduced to zero.

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The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right of use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

Short-term leases and leases of low value

Short-term leases (lease term of 12 months or less) and lease of low value assets (under A$5,000) are recognised as incurred as an expense in the consolidated income statement.

3.18 Equity, reserves and dividend payments

Share capital represents the nominal value of shares that have been issued.

Other components of equity include the following:

	●	share option reserve – comprises equity-settled employee benefits and equity-settled supplier payments (see Notes 3.8 and 3.9); and
	●	translation reserve – comprises foreign currency translation differences arising from the translation of financial statements of the Group’s foreign entity into functional currency (see Note 3.6).

Accumulated losses include all current and prior period accumulated losses.

All transactions with owners of the parent are recorded separately within equity.

Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.

4. Significant management judgement in applying accounting policies and estimating uncertainty

The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on these consolidated financial statements.

Capitalisation of internally developed software

Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met, together with the allocation of time spent on these projects requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired (see Note 3.12). Costs relating to maintaining current technology platforms are expensed in the period they are incurred.

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.

Research and development tax incentives

Research and development tax incentives are recognised when it is reasonable reliable the costs relating to the project can be determined. Refundable research and development credits received from the research and development tax offset scheme are accounted for as a government grant as per IAS 20. Consequently, a credit is been recognised in the same period necessary to match the benefits of the credit with the costs for which it is intended to compensate. This credit has been presented as other income.

F-18

Asset acquisition or business combination determination

Transactions recognised as an asset acquisition have been determined on the basis they do not meet the definition of a business combination in accordance with IAS 3 Business Combinations.

The assets acquired and liabilities assumed are measured at their accounting book values at the acquisition date, and transitions costs were included in the capitalized cost of the asset.

No goodwill is recognised on the asset acquisition and no deferred taxes were recognize on the acquired assets and assumed liabilities, as the recognition exceptions available under IAS 12 Income taxes was applied.

Estimating uncertainty

Impairment of non-financial assets

Intangible assets are reviewed for impairment whenever there is an indication that these assets may be impaired. This includes any capitalised internally developed software that is not yet complete is not amortised. The Group considers the guidance of IAS 36 in assessing whether there is any indication that an item of the above assets may be impaired.

This assessment requires management’s judgement. If any such indication exists, the recoverable amount of the assets is estimated to ascertain the amount of impairment loss. The recoverable amount is defined as the higher of the fair value less cost to sell and value in use.

In determining the value in use of assets, the Group applies a discounted cash flow model where the future cash flows derived from such assets are discounted at an appropriate rate. Forecasts of future cash flow are estimated based on financial budgets and forecasts approved by the management. Based on management’s assessment, there is no indication of impairment as at the end of the reporting period.

Contract revenue

Recognised amounts of contracted services and subscription revenues and their related receivables reflect management’s best estimate of each contract’s outcome and stage of completion or delivery.

Useful lives and residual values of depreciable assets

Management reviews its estimate of the useful lives and residual values of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and IT equipment.

Asset acquisition – fair value determination

In relation to the acquisition of scoop.com.au, management estimated the fair value of the asset based on the cost of bringing the asset into use.

Leases – determination of the appropriate discount rate to measure lease liabilities

As noted above, the Group enters into leases with third-party landlords and as a consequence the rate implicit in the relevant lease is not readily determinable. Therefore, the Group uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over similar terms which requires estimations when no observable rates are available.

Performance rights

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using an appropriate valuation model. The valuation basis and related assumptions are detailed within Note 3.9.

F-19

5. Revenue

The following is an analysis of the Group’s revenue for the year from continuing operations. The Group’s revenue disaggregated by primary revenue sources are as follows:

Schedule of revenue disaggregate

	Publishing		SEO Agency		Total
	For the year ended 2024
	Publishing		SEO Agency		Total
Subscriptions		871,705		2,466,774		3,338,479
Advertising		251,368		-		251,368
Services		-		561,241		561,241
Total		1,123,073		3,028,015		4,151,088

	Publishing		SEO Agency		Total
	For the year ended 2023
	Publishing		SEO Agency		Total
Subscriptions		871,502		4,020,241		4,891,743
Advertising		314,591		933		315,524
Services		-		169,426		169,426
Total		1,186,093		4,190,600		5,376,693

	Publishing		SEO Agency		Total
	For the year ended 2022
	Publishing		SEO Agency		Total
Subscriptions		649,937		3,169,094		3,819,031
Advertising		314,513		2,200		316,713
Services		-		86,945		86,945
Total		964,450		3,258,239		4,222,689

The Group’s revenue disaggregated by primary geographical markets is as follows:

	Publishing		SEO Agency		Total
	For the year ended 2024
	Publishing		SEO Agency		Total
Australia		1,936		1,440,660		1,442,596
North America		938,145		1,490,225		2,428,370
Other		182,992		97,130		280,122
Total		1,123,073		3,028,015		4,151,088

	Publishing		SEO Agency		Total
	For the year ended 2023
	Publishing		SEO Agency		Total
Australia		-		2,139,865		2,139,865
North America		971,110		1,794,698		2,765,808
Other		214,983		256,037		471,020
Total		1,186,093		4,190,600		5,376,693

	Publishing		SEO Agency		Total
	For the year ended 2022
	Publishing		SEO Agency		Total
Australia		-		1,885,732		1,885,732
North America		508,507		895,958		1,404,465
Other		455,943		476,549		932,492
Total		964,450		3,258,239		4,222,689

F-20

The Group’s revenue disaggregated by pattern of revenue recognition is as follows:

	Publishing		SEO Agency		Total
	For the year ended 2024
	Publishing		SEO Agency		Total
Services transferred at a point in time		251,368		561,241		812,609
Services transferred over time		871,705		2,466,774		3,338,479
Total		1,123,073		3,028,015		4,151,088

	Publishing		SEO Agency		Total
	For the year ended 2023
	Publishing		SEO Agency		Total
Services transferred at a point in time		314,591		170,360		484,951
Services transferred over time		871,502		4,020,240		4,891,742
Total		1,186,093		4,190,600		5,376,693

	Publishing		SEO Agency		Total
	For the year ended 2022
	Publishing		SEO Agency		Total
Services transferred at a point in time		314,513		89,144		403,657
Services transferred over time		649,937		3,169,095		3,819,032
Total		964,450		3,258,239		4,222,689

6. Other Income

Schedule of other income

	Notes	2024 A$		2023 A$		2022 A$
		Consolidated Group
	Notes	2024 A$		2023 A$		2022 A$
Research and development tax incentive			-		503,118		757,609
Export market development grant			43,200		66,600		45,433
Foreign exchange gain			-		141,285		495,457
Gain on liability extinguishment			18,160		282,490		-
Total other income			61,360		993,493		1,298,499

F-21

7. Segment Reporting

Management currently identifies two operating segments (see Note 3.4). Management monitors the performance of these operating segments as well as deciding on the allocation of resources to them. Segmental performance is monitored using adjusted segment operating results.

Schedule of segment reporting

	Publishing			SEO Agency			Total
	For the year ended 2024
	Publishing			SEO Agency			Total
Revenue
From external customers		1,123,073			3,028,015			4,151,088
Segment revenue		1,123,073			3,028,015			4,151,088

Technology expense		(108,413	)		(29,851	)		(138,264	)
Employee benefit expense		(192,894	)		(506,317	)		(699,211	)
Occupancy expense		-			(924	)		(924	)
Marketing expense		(4,029	)		(93,950	)		(97,979	)
Consultancy expense		-			(6,057	)		(6,057	)
Depreciation and amortisation		(41,180	)		(248,196	)		(289,376	)
Other expenses		(4,920	)		-			(4,920	)
Impairment of financial assets		(1,620	)		(270,616	)		(272,236	)

Segment operating profit		770,017			1,872,104			2,642,121
Segment assets		402,138			1,085,174			1,487,312
Segment liabilities		(130,783	)		(354,273	)		(485,056	)

	Publishing			SEO Agency			Total
	For the year ended 2023
	Publishing			SEO Agency			Total
Revenue
From external customers		1,185,384			4,191,309			5,376,693
Segment revenue		1,185,384			4,191,309			5,376,693

Technology expense		(92,295	)		(18,342	)		(110,637	)
Employee benefit expense		(111,538	)		(658,163	)		(769,701	)
Occupancy expense		(1,573	)		(2,225	)		(3,798	)
Marketing expense		(6,971	)		(96,010	)		(102,981	)
Consultancy expense		-			(413	)		(413	)
Depreciation and amortisation		(255,848	)		(245,404	)		(501,252	)
Other expenses		(2,358	)		(40,565	)		(42,923	)
Impairment of financial assets		(10,958	)		(284,305	)		(295,263	)

Segment operating profit/(loss)		703,843			2,845,882			3,549,725
Segment assets		171,697			1,340,173			1,511,870
Segment liabilities		(96,766	)		(429,995	)		(526,761	)

	Publishing			SEO Agency			Total
	For the year ended 2022
	Publishing			SEO Agency			Total
Revenue
From external customers		964,450			3,258,239			4,222,689
Segment revenue		964,450			3,258,239			4,222,689

Technology expense		(77,974	)		(13,724	)		(91,698	)
Employee benefit expense		(211,891	)		(1,303,080	)		(1,514,971	)
Occupancy expense		(3,069	)		(3,503	)		(6,572	)
Marketing expense		(31,210	)		(2,048	)		(33,258	)
Consultancy expense		(364	)		(245	)		(609	)
Depreciation and amortisation		(256,021	)		(197,884	)		(453,905	)
Other expenses		758			(21,342	)		(20,584	)
Impairment of financial assets		(16,853	)		(359,753	)		(376,606	)

Segment operating profit/(loss)		367,826			1,356,660			1,724,486
Segment assets		589,390			1,452,228			2,041,618
Segment liabilities		(108,326	)		(456,119	)		(564,445	)

F-22

The totals presented for the Group’s operating segments reconcile to the key financial figures as presented in its financial statements as follows:

	2024 A$			2023 A$			2022 A$
	Consolidated Group
	2024 A$			2023 A$			2022 A$
Revenue
Total reportable segment revenue		4,151,088			5,376,693			4,222,689
Segment operating profit		2,642,121			3,549,725			1,724,486
Other income not allocated		61,360			423,775			495,457
Research and development incentives		-			569,718			803,042
Technology expenses not allocated		(752,514	)		(1,608,337	)		(1,713,734	)
Employee benefits expenses not allocated		(2,539,357	)		(4,497,545	)		(2,896,954	)
Occupancy expenses not allocated		(100,491	)		(109,774	)		(59,793	)
Marketing expenses not allocated		(89,067	)		(215,511	)		(380,754	)
Consultancy expenses not allocated		(847,793	)		(874,225	)		(1,690,935	)
Depreciation and amortisation not allocated		(1,184,623	)		(853,917	)		(398,456	)
Other expenses not allocated		(63,906	)		(170,128	)		(224,496	)
Group operating loss		(2,874,270	)		(3,786,219	)		(4,342,137	)
Finance costs		(114,199	)		(105,367	)		(748,190	)
Group loss before tax		(2,988,469	)		(3,891,586	)		(5,090,327	)

	2024 A$			2023 A$
	Consolidated Group
	2024 A$			2023 A$
Assets
Total reportable segment assets		1,487,312			1,511,870
Cash and cash equivalents		275,875			3,174,700
R&D tax incentive and other rebates		-			554,901
Deposits and prepayments		294,355			231,660
Fixed assets		196,929			380,018
Right of use assets		280,810			314,596
Capitalised development costs		3,474,451			2,780,538
Other assets		147,767			286,598
Group assets		6,157,499			9,234,881
Liabilities
Total reportable segment liabilities		(485,056	)		(526,761	)
Trade and other payables		(1,093,564	)		(1,829,301	)
Borrowings		(271,600	)		(301,600	)
Provisions		(197,722	)		(118,112	)
Accrued expenses		(465,249	)		(1,051,406	)
Lease liabilities		(332,578	)		(417,744	)
Group liabilities		(2,845,769	)		(4,244,924	)

8. Other expenses and financial costs

	2024 A$			2023 A$			2022 A$
	Consolidated Group
	2024 A$			2023 A$			2022 A$
Other expenses
Travel & related expenses		(17,093	)		(141,196	)		(118,292	)
Insurance expenses		(46,665	)		(45,083	)		(68,167	)
Business expenses		(1,583	)		(26,772	)		(24,204	)
Foreign exchange loss		(3,485	)		-			(34,416	)
Total other expenses		(68,826	)		(213,051	)		(245,079	)

Finance costs
Implied interest expense related to convertible notes					-			(666,534	)
Interest expense		(78,461	)		(41,389	)		(68,271	)
Bank charges		(4,913	)		(4,322	)		(9,182	)
Merchant facility fees		(30,825	)		(59,656	)		(4,203	)
Total finance costs		(114,199	)		(105,367	)		(748,190	)

F-23

9. Tax expense

(a) Tax expense

The major component of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of Locafy Limited as 25% (2023: 25%) and the reported tax expense in profit and loss are as follows:

Schedule of tax expense profit and loss

	2024 A$			2023 A$			2022 A$
	Consolidated Group
	2024 A$			2023 A$			2022 A$
Loss before income tax		(2,988,469	)		(3,891,586	)		(5,090,327	)
Domestic tax rate		25	%		25	%		25	%
Expected tax expense/(benefit)		(747,117	)		(972,897	)		(1,272,582	)
Adjustment for tax-exempt income:
-Decline in value of depreciating assets		(368,500	)		(315,773	)		(221,095	)
-R&D tax incentive		-			(125,780	)		(189,402	)
-Other deductible expenses		(374,865	)		(301,604	)		(230,118	)
Adjustment for non-deductible expenses:
-R&D expenses		-			-			200,909
-Other non-deductible expenses		672,519			680,462			937,491
Income tax expense/(benefit)		-			-			-
Movement in unrecognized deferred tax		817,963			1,035,591			774,797

(b) Deferred tax assets and liabilities

As at 30 June 2024, the Company had accumulated tax losses totaling A$34,963,660 (2023: A$31,508,456). A deferred tax asset in relation to the tax value of losses carried forward has not been recognised in the accounts as, presently, the Company does not expect to be in a position to utilise these losses in the foreseeable future.

10. Trade and other receivables

Trade and other receivables consist of the following:

Schedule of trade and other receivables

	2024 A$			2023 A$
	Consolidated Group
	2024 A$			2023 A$
Trade receivables, gross		922,392			917,411
Allowance for credit losses		(407,887	)		(360,777	)
Trade receivables		514,505			556,634

R&D tax incentive		-			524,901
Goods and services taxes		110,617			132,114
Services contracts		279,442			74,864
Other receivables		390,059			731,879
Trade and other receivables		904,564			1,288,513

The closing balance of the trade receivables loss allowance as at 30 June 2024 reconciles with the trade receivables loss allowance opening balance as follows:

Opening loss allowance as at 1 July 2022	369,844
Loss allowance recognised during the year	267,610
Loss allowance used during the year	(276,677	)
Loss allowance as at 30 June 2023	360,777
Loss allowance recognised during the year	386,127
Loss allowance used during the year	(339,017	)
Loss allowance as at 30 June 2024	407,887

F-24

All amounts are short term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.

All of the Group’s trade and other receivables have been reviewed for indicators of impairment by ascertaining the solvency of the debtor and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. The balance takes into consideration increasing interest rates and other global economic conditions that may affect the ability of our customers to pay their accounts in a timely manner.

The current impairment provision applies the IFRS 9 expected loss model.

11. Other assets

Schedule of other current assets

	2024 A$		2023 A$
	Consolidated Group
	2024 A$		2023 A$
Current
Prepayments		264,413		161,718
Deposits		29,942		69,942
Advances		-		125,122
Other Assets		294,355		356,782

12. Subsidiaries

Schedule of subsidiaries

Name of subsidiary	Principal activity	Place of incorporation and operation	Proportion of ownership interest and voting power held by the Group
			2024			2023
Moboom USA Inc	Dormant	USA		100	%		100	%

13. Property, plant & equipment

	Leasehold improvements			IT equipment			Other equipment			Total
Gross carrying amount
Balance 1 July 2022		250,211			78,810			153,876			482,897
Additions		90,450			1,493			677			92,620
Disposals		-			-			-			-
Balance as at 30 June 2023		340,661			80,303			154,553			575,517

Depreciation and Impairment
Balance 1 July 2022		(17,680	)		(15,078	)		(54,140	)		(86,898	)
Disposals		-			-			-			-
Depreciation		(61,665	)		(19,198	)		(27,738	)		(108,601	)
Balance as at 30 June 2023		(79,345	)		(34,276	)		(81,878	)		(195,499	)

Carrying amount 30 June 2023		261,316			46,027			72,675			380,018

	Leasehold improvements			IT equipment			Other equipment			Total
Gross carrying amount
Balance 1 July 2023		340,661			80,303			154,553			575,517
Beginning balance		340,661			80,303			154,553			575,517

Additions		-			-			-			-
Disposals		(90,450	)		-			-			(90,450	)
Balance as at 30 June 2024		250,211			80,303			154,553			485,067
Ending balance		250,211			80,303			154,553			485,067

Depreciation and Impairment
Balance 1 July 2023		(79,345	)		(34,276	)		(81,878	)		(195,499	)
Beginning balance		(79,345	)		(34,276	)		(81,878	)		(195,499	)
Disposals		32,160			-			-			32,160
Depreciation		(77,762	)		(19,244	)		(27,793	)		(124,799	)
Balance as at 30 June 2024		(124,947	)		(53,520	)		(109,671	)		(288,138	)
Ending balance		(124,947	)		(53,520	)		(109,671	)		(288,138	)

Carrying amount 30 June 2024		125,264			26,783			44,882			196,929
Carrying amount		125,264			26,783			44,882			196,929

F-25

14. Right of use assets and lease liabilities

Right of use assets

Schedule of right of use assets

	Buildings A$
Gross carrying amount
Balance as at 1 July 2023		460,385
Additions		90,450
Disposals		-
Balance as at 30 June 2024		550,835

Amortisation and impairment
Balance as at 1 July 2023	(145,789	)
Additions	(32,160	)
Amortisation	(92,076	)
Balance as at 30 June 2024	(270,025	)

Carrying amount as at 30 June 2024	280,810

Lease liabilities

Lease liabilities are presented in the consolidated statement of financial position as follows:

Schedule of operating lease liabilities

	2024 A$		2023 A$
	Consolidated Group
	2024 A$		2023 A$
Current		128,669		85,165
Non-current		203,909		332,578
Total		332,578		417,743

The Company has a lease for office space. This lease is reflected in the consolidated financial statement of financial position as a right-of-use asset and a lease liability. For the lease over the office space, the Company must keep this property in a good state of repair and return the property in their original condition at the end of lease.

Right-of-use asset

No. of

right-of-use assets

leased

Range of

remaining

term

Average

remaining

lease term

No. of

leases with

extension

options

No. of leases

with options to purchase

No. of leases

with variable

payments

linked to an index

No. of

leases with

termination

options

Office

2-3 years

2 years

The lease liabilities are secured by the related underlying right of use assets. Future minimum lease payments at 30 June 2024 were as follows:

	Within 1 year			1-2 years			2-3 years			3-4 years		4-5 years		Total
Lease payments		149,251			151,716			63,916			-		-		364,883
Finance charges		(20,582	)		(10,542	)		(1,181	)		-		-		(32,305	)
Net present value		128,669			141,174			62,735			-		-		332,578

F-26

15. Intangible assets

Schedule of intangible assets

	Note	2024 A$		2023 A$
		Consolidated Group
	Note	2024 A$		2023 A$
Carrying amounts of:
Databases			659,882		895,057
Websites			58,500		-
Trademarks			12,133		29,314
Patents			-		15,363
Capitalised development costs			3,474,451		2,780,538
Carrying amount			4,204,966		3,720,272

Databases
Opening balance	895,057		1,238,787
Additions	53,420		211,026
Disposals	-		(54,285	)
Amortisation expense	(288,595	)	(500,471	)
Carrying amount for databases	659,882		895,057

Websites
Opening balance		-	-
Additions	(a)	58,500	-
Disposals		-	-
Amortisation expense		-	-
Carrying amount for patents		58,500	-

Patents
Opening balance	29,314		31,979
Additions	-		-
Disposals	(29,314	)	-
Amortisation expense			(2,665	)
Carrying amount for patents	-		29,314

Trademarks
Opening balance	15,363		18,593
Additions	-		-
Disposals	-		-
Amortisation expense	(3,230	)	(3,230	)
Carrying amount for trademarks	12,133		15,363

Capitalised development costs
Opening balance		2,780,538		945,820
Additions	(b)	1,629,897		2,482,843
Disposals		-		-
Amortisation expense		(935,984	)	(648,125	)
Carrying amount for trademarks		3,474,451		2,780,538
Carrying amount		3,474,451		2,780,538

(a)

On 19 February 2024, the Company entered into an agreement with Localista to acquire the digital assets of scoop.com.au. The Company acquired the asset to bolster its existing portfolio of online directory assets (which includes Hotfrog, AussieWeb and PinkPages) and to further its R&D and commercial efforts. The scoop.com.au domain name is a well-recognised brand in the travel, lifestyle and entertainment niche and at the time of acquisition, the domain name had a Moz Domain Authority score of 36, approximately 48,000 backlinks (including approximately 5,000 Wikipedia backlinks) and ranked for over 157,000 relevant organic keywords (according to Semrush). Contemporaneously, the Company entered into a separate agreement with Localista to provide SEO consulting services to Localista. The SEO consulting services related to the upgrade of the entire website structure of an online property owned by Localista comprising in excess of 700,000 individual listing pages. The services were completed over a 3 month period ending in June 2024.

Due to the nature of the transaction, the scoop.com.au asset was required to be assessed on a fair value basis, being $58,500. Accordingly, revenue from the SEO consulting services provided to Localista was also recognized as $58,500. The performance obligation was satisfied at the point in time when control of the services was transferred to Localista and the timing of revenue recognition was based on the transfer of control of services to Localista.

Significant judgements were made in determining the fair value of the asset and the services.

F-27

(b)

During the year ended 30 June 2024, the Company has capitalised a significant portion of its expenditure relating to the development of, amongst other things: Entity-based SEO technologies, upgrades to the technology Platform culminating in the release of version 3.0 (including enhanced metrics and reporting, Site Builder enhancements, expanded theme library, Campaign Manager enhancements, migration to Google Analytics 4 and keyword validation), performance-based pricing model, further development of the Locafy API to support the ingestion of data to produce web pages at scale and our Article Accelerator product. The Company is commercialising this developed technology and accordingly, the development expense will be amortized over future periods.

16. Trade and other payables

Trade and other payables consist of the following:

Schedule of trade payables

	Note	2024 A$		2023 A$
		Consolidated Group
	Note	2024 A$		2023 A$
Trade payables			509,781		773,917
Sundry payables			580,274		1,280,210
Deferred consideration	(a)		162,448		453,446
Trade and other payables			1,252,503		2,507,573

(a)	Relates to the balance of consideration due from the acquisition of further technologies from Jimmy Kelley Digital.

All amounts are short term. The carrying values of trade payables is considered to be a reasonable approximation of fair value.

17. Borrowings

Borrowings include the following financial liabilities:

Schedule of financial liabilities

		Consolidated Group
	Note	2024 A$			2023 A$
ASX convertible notes	(a)		271,600			301,600
			271,600			301,600

Balance at the beginning of the period			301,600			308,100
Repayment of borrowings			(30,000	)		(6,500	)
Balance at the end of the period			271,600			301,600

(a)

The Company has on issue unsecured convertible notes totaling A$271,600, including accrued interest. These notes have matured, have a fixed repayment amount and are not accruing further interest. These notes automatically convert to equity upon an ASX listing, however, due to the Company now being listed on Nasdaq the Company is unlikely to pursue an ASX listing, in which case the notes can only be redeemed in cash at their face value plus interest. All convertible notes are due and payable as at reporting date.

F-28

18. Provisions

Schedule of employee benefits

	2024 A$		2023 A$
	Consolidated Group
	2024 A$		2023 A$
Employee benefits
Current		211,300		214,465
Non-current		42,949		48,271
Total		254,249		262,736
Other provisions
Non-current		90,450		90,450
Total		90,450		90,450

The provision for employee benefits represents accrued annual leave and vested together with vested and unvested long service leave entitlements. Other provisions relate to an allowance for make good office lease obligations.

19. Accrued expenses

Schedule of accrued expenses

	2024 A$		2023 A$
	Consolidated Group
	2024 A$		2023 A$
Current
Accrued expenses		465,249		458,057
Salaries payable		31,500		54,554
Current accrued expenses		496,749		512,611

Prior year amounts relating to lease make-good costs ($90,450) have been reclassified to Provisions for consistency with the current year presentation. This reclassification had no effect on the reported results of operations.

20. Contract liabilities

Contract liabilities consist of the following:

Schedule of contract liabilities

	2024 A$		2023 A$
	Consolidated Group
	2024 A$		2023 A$
Deferred subscription revenue		144,823		149,865
Advances for website builds		2,817		2,346
Contract liabilities		147,640		152,211

Current		147,640		151,475
Non-current		-		736

F-29

21. Share capital

The share capital of Locafy Limited consists only of fully paid ordinary shares. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meeting of the Company.

Schedule of share capital


	Note	2024 Number of Shares		2024 Share Capital A$			2023 Number of Shares			2023 Share Capital A$			2022 Number of Shares		2022 Share A$
Balance at 1 July			1,276,248		47,930,486			20,528,803			45,038,037			18,598,414		35,505,073
Beginning balance			1,276,248		47,930,486			20,528,803			45,038,037			18,598,414		35,505,073

Share issue, Nasdaq initial public offering			-		-			-			-			1,454,546		7,973,486
Issue on conversion of convertible notes			-		-			-			-			475,843		2,542,812
Reduction of ordinary shares due to Reverse Share Split			-		-			(19,497,565	)		-			-		-
Share issue, At the Market Offering	(a)		105,937		769,936			245,010			3,295,822			-		-
Balance at 30 June			1,382,185		48,700,422			1,276,248			48,333,859			20,528,803		46,021,371
Ending balance			1,382,185		48,700,422			1,276,248			48,333,859			20,528,803		46,021,371

Share issue costs			-		(111,534	)		-			(403,373	)		-		(983,334	)
Net share capital balance			1,382,185		48,588,888			1,276,248			47,930,486			20,528,803		45,038,037

(a)

On 18 May 2023, the Company entered into an At The Market Offering Agreement (“Sales Agreement”) with H.C. Wainwright & Co., LLC, relating to the sale of our ordinary shares. During the financial year ended 30 June 2024, the Company sold 105,937 ordinary shares for total gross proceeds of US$506,220 (equivalent to $769,936) under the Sales Agreement, pursuant to the prospectus supplement dated 21 July 2023 forming a part of the registration statement on Form F-3 (File No. 333-272066), as amended, filed with the Securities and Exchange Commission which became effective on 1 June 2023.

F-30

22. Reserves

Schedule of reserves

		Notes	2024 A$		2023 A$			2022 A$
			Consolidated Group
		Notes	2024 A$		2023 A$			2022 A$
Foreign currency translation reserve		(a)
Opening balance at 1 July	a			120,770		143,780			192,233
Exchange differences arising from foreign operations	a			3,023		(23,010	)		(48,453	)
Equity-settled employee benefits
Equity-settled supplier payments
Warrants
Convertible notes issued
Transfer to retained earnings on historical conversion of notes
Closing balance at 30 June	a			123,793		120,770			143,780

Share option reserve		(b)
Opening balance at 1 July	b			2,284,163		5,021,974			3,603,916
Equity-settled employee benefits	b			2,438,604		1,774,645			3,758,700
Equity-settled supplier payments	b			-		146,236			899,992
Warrants	b			363,282		363,282			363,282
Closing balance at 30 June	b			2,801,886		2,284,163			5,021,974

Convertible note reserve
Opening balance at 1 July				-		140,721			-
Convertible notes issued				-		-			140,721
Transfer to retained earnings on historical conversion of notes				-		(140,721	)		-
Closing balance at 30 June				-		-			140,721

Total reserves				2,925,679		2,404,933			5,306,475

(a)	Foreign currency translation reserve

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (ie Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.

(b)	Share option reserve

In relation to the Performance Rights the Company has issued (refer to Note 30).

23. Accumulated losses

Schedule of accumulated losses

	2024 A$			2023 A$			2022 A$
	Consolidated Group
	2024 A$			2023 A$			2022 A$
Balance at beginning of year		(45,345,462	)		(45,227,027	)		(40,136,700	)
Transfers from reserve accounts		131,094			3,773,151			-
Profit attributable to owners of the Company		(2,988,469	)		(3,891,586	)		(5,090,327	)
Balance at end of year		(48,202,837	)		(45,345,462	)		(45,227,027	)

F-31

24. Reconciliation of profit for the year to net cash flows from operating activities


	Consolidated Group
	2024 A$			2023 A$
Loss for the year		(2,988,469	)		(3,891,586	)

Non-cash items in operating profit
Depreciation of property, plant and equipment		124,799			108,602
Amortisation of right of use assets		92,076			92,077
Amortisation of intangible assets		1,227,809			1,154,492
Acquisition of intangible assets		(53,420	)		-
Disposal of intangible assets		29,314			-
Share based payments		408,738			304,345
R&D tax incentive and other rebates expected		(36,600	)		(533,119	)
Foreign exchange loss		3,485			(141,284	)
Expected credit losses		272,236			295,263
Gain on liability extinguishment		-			(282,489	)
Operating cash flows before movements in working capital		2,068,437			997,887

Movements in working capital
(Increase)/decrease in trade and other receivables		(22,875	)		(780,321	)
(Increase)/decrease in prepayments and deposits		135,117			(126,688	)
Increase/(decrease) in trade and other payables		(356,194	)		1,392,829
Increase/(decrease) in provisions and accruals		55,653			132,039
Increase/(decrease) in deferred revenue		(4,571	)		14,869
Cash generated from operations		(192,870	)		632,728
Net cash generated by operating activities		(1,112,902	)		(2,260,971	)

25. Earnings per share

Both basic and diluted earnings per share have been calculating the profit attributable to shareholders of the parent company (Locafy Limited) as the numerator, i.e. no adjustments to profit were necessary in 2024 or 2023.


	Consolidated Group
	2024		2023
Weighted average number of shares used in basic earnings per share		1,299,299		1,053,920
Weighted average number of shares used in diluted earnings per share		1,299,299		1,053,920

During July 2024, the Company sold a further 70,708 ordinary shares pursuant to an At The Market Offering Agreement with H.C. Wainwright & Co., LLC. See Note 32.

26. Contingent liabilities

There were no contingent liabilities in both 2024 and 2023.

27. Fair value of financial instruments

The Company’s financial instruments comprise the following:


		Consolidated Group
	Notes	2024 A$			2023 A$
Cash and cash equivalents			275,875			3,174,700
Trade and other receivables (a)	(a)		904,564			1,288,513
Term deposits with financial institutions (b)	(b)		29,942			69,942
Trade and other payables (a)	(a)		(1,252,503	)		(2,507,573	)
Lease liabilities			(332,578	)		(417,743	)
Borrowings (c)	(c)		(271,600	)		(301,600	)
Total			(646,300	)		1,306,239

(a)	The fair values are a close approximation of the carrying amounts for trade and other receivables and payables on account of the short term maturity cycle.
(b)	The fair values are a close approximation of the carrying amounts for term deposits as these deposits are interest bearing and are rolled over at short maturity.
(c)	Borrowings relate to ASX convertible notes (refer to Note 17).

F-32

28. Financial instruments risk

Risk management objective and policies

The Company is exposed to various risks in relation to financial instruments.

Risk management is carried out under the policies approved by the Company’s Audit and Risk Committee. The Committee identifies and evaluates the risk and takes appropriate measures to minimize the risks. The nature and extent of such risks, and management’s risk management strategy are noted below.

Market risk analysis

The Company is exposed to market risk through its use of financial instruments and specifically to currency risk and interest rate risk, which result from both its operating and investing activities.

Foreign currency risk

The Company’s functional and presentation currency is Australian Dollars (AUD). Exposures to currency exchange rates arise from the Company’s overseas sales and purchases, which are primarily denominated in US dollars (USD).

To mitigate the Company’s exposure to foreign currency risk, non-AUD cash flows are monitored in their respective currencies together with movements in foreign currency exchange rates. The Company does not currently engage in any hedging activities.

Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below.

	USD			Other
30 June 2024
Financial assets		427,693			782,688
Financial liabilities		(238,990	)		(1,617,691	)
Total exposure		188,703			(835,003	)

30 June 2023
Financial assets		3,013,159			1,519,966
Financial liabilities		(980,270	)		(2,246,647	)
Total exposure		2,032,889			(726,681	)

The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and the AUD:USD exchange rate “all other things being equal”. It assumes a +/- 10% change of the AUD:USD exchange rate for the year ended 30 June 2024 (2023: 10%). The percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each reporting date.

If the AUD had strengthened against the USD by 10% (2023: 10%) then this would have had the following impact:

Profit and equity for the year	A$
30 June 2024		(850,400	)
30 June 2023		(952,682	)

If the AUD had weakened against the USD by 10% (2022: 10%) then this would have had the following impact:

Profit and equity for the year	A$
30 June 2024		(814,006	)
30 June 2023		(478,018	)

The higher foreign currency exchange rate sensitivity in profit in 2024 compared with 2023 is attributable to an increase in USD denominated cash and trade receivables.

F-33

Interest rate risk

The Company’s cash and term deposits with financial institutions are impacted by interest rate risks. Other receivables and payables have short maturities and are non-interest bearing. Management believes that the risk of interest rate movement would not have a material impact on the Company’s operations.

The Company is in the business of software development. Earning interest income is not the primary objective of the business, hence, management does not closely monitor the movements in market interest rates as these do not have a material impact on the Company’s business activities. The cash balances and term deposits are placed at the prevailing short term market interest rates with credit worthy financial institutions.

At the reporting date, the interest rate risk profile of the consolidated entity’s interest-bearing financial instruments was as follows:


			Fixed Interest maturing in:										Weighted
2024	Floating interest rate		1 year or less		Over 1 to 5 years		More than 5 years		Non-Interest bearing		Total		average interest rate
Financial assets
Cash and cash equivalents		-		40,000		-		-		235,875		275,875		1.13	%
Trade and other receivables		-		-		-		-		904,564		904,564
Term deposits		-		29,942		-		-		-		29,942		4.33	%
Financial Assets		-		69,942		-		-		1,140,439		1,210,381
Financial liabilities
Trade and other payables		-		-		-		-		1,252,503		1,252,503
Lease liabilities		-		-		-		-		332,578		332,578
Borrowings		-		-		-		-		271,600		271,600
Financial Liabilities		-		-		-		-		1,856,681		1,856,681


			Fixed Interest maturing in:										Weighted
2023	Floating interest rate		1 year or less		Over 1 to 5 years		More than 5 years		Non-Interest bearing		Total		average interest rate
Financial assets
Cash and cash equivalents		-		-		-		-		3,174,700		3,174,700
Trade and other receivables		-		-		-		-		1,288,513		1,288,513
Term deposits		-		69,942		-		-		-		69,942		1.04	%
Financial Assets		-		69,942		-		-		4,463,213		4,533,155
Financial liabilities
Trade and other payables		-		-		-		-		2,507,573		2,507,573
Lease liabilities		-		-		-		-		417,744		417,744
Borrowings		-		-		-		-		301,600		301,600
Financial Liabilities		-		-		-		-		3,226,917		3,226,917

The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and interest rate movements “all other things being equal”. It assumes a +/- 1% change in interest rates for the year ended 30 June 2024 (2023: 1%).

F-34

If interest rates had increased by 1% then this would have had the following impact:

Profit and equity for the year	A$
30 June 2024		2,449
30 June 2023		1,426

If interest rates had decreased by 1% then this would have had the following impact:

Profit and equity for the year	A$
30 June 2024		1,050
30 June 2023		27

Credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables.

Credit risk management

The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.

Trade receivables consist of a large number of customers in various industries and geographical areas. Sales are primarily monthly subscriptions in nature and credit risk arising from trade debtors are mitigated by the Company’s ability to terminate the services provided to the debtor.

Trade receivables

The Company applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

In measuring expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped broadly based on advertising, reseller partners and direct to end user customer categories.

The expected loss rates are based on the payment profile for sales over the past 12 months before 30 June 2024. The historical rates are adjusted to reflect current and forward looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Company has identified interest rates to be the most relevant factor and accordingly adjusts historical loss rates for expected changes in this factor. However, given the short period of credit risk exposure, the impact of this macroeconomic factor has not been considered significant within the reporting period.

Trade receivables are written off (i.e derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice due date and failure to engage with the Company on alternative payment arrangements amongst others are considered indicators of no reasonable expectation of recovery.

On the above basis, the expected credit loss for trade receivables as at 30 June 2024 was A$407,887 (2023: $360,777).

Liquidity risk analysis

Liquidity risk is where the Company may be unable to meet its financial obligations as and when they fall due, generally due to a shortage of cleared funds. The Company manages its liquidity risk through continuously monitoring its cleared funds position by utilising short term cash budgets, considering expected cash flows from financial assets and liabilities, in particular its trade receivables and payables and negotiating extended payment terms where possible.

F-35

The contractual maturity analysis of the Company’s financial instruments is noted below:

30 June 2024	3 months or less A$			Over 3 to 12 months A$			Total A$
Financial assets:
Cash and cash equivalents		275,875			-			275,875
Trade and other receivables		904,564			-			904,564
Term deposits		-			29,942			29,942
Financial assets		1,180,439			29,942			1,210,381
Financial liabilities:
Trade and other payables		(1,267,496	)		-			(1,267,496	)
Lease liabilities		(31,234	)		(301,344	)		(332,578	)
Borrowings		(271,600	)		-			(271,600	)
Financial liabilities		(1,570,330	)		(301,344	)		(1,871,674	)

30 June 2023	3 months or less A$			Over 3 to 12 months A$			Total A$
Financial assets:
Cash and cash equivalents		3,174,700			-			3,174,700
Trade and other receivables		1,288,513			-			1,288,513
Term deposits		-			69,942			69,942
Financial assets		4,463,213			69,942			4,533,155
Financial liabilities:
Trade and other payables		(2,507,573	)		-			(2,507,573	)
Lease liabilities		(11,177	)		(406,567	)		(417,744	)
Borrowings		(301,600	)		-			(301,600	)
Financial liabilities		(2,820,350	)		(406,567	)		(3,226,917	)

29. Capital management policies

The Company’s capital management objectives are:

	●	To ensure the Company’s ability to continue as a going concern; and
	●	To provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing those goods and services.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, convert debt to equity or sell assets to reduce debt.

30. Share-based payments

Performance Rights Plan

The Company has a performance-based compensation scheme which allows select employees, contractors and consultants the right to acquire ordinary shares in the Company upon the Company attaining certain milestones and performance targets (“Performance Right”). No amounts are paid or payable by the recipient on receipt of the Performance Right or the shares (if issued). The Performance Rights carry neither entitlement to dividends nor voting rights.

F-36

Performance Rights vesting conditions

Tranche	Vesting Conditions	Expiry Date
1	Total Group operating revenue greater than A$500,000 for 3 consecutive calendar months.	30 June 2024
2	Total Group operating revenue greater than A$1,000,000 for 3 consecutive calendar months.	30 June 2024
3	Total Group operating revenue greater than A$2,000,000 for 3 consecutive calendar months.	30 June 2024

As at 30 June 2024, the tranche 2 and 3 vesting conditions have not been met and have therefore expired. With respect to tranche 1, the Company is yet to make a final determination as to the amount of performance rights that may be exercised, if any.

Valuation and recognition

The liability for the performance rights is measured, initially and at the end of each reporting period until settled, at the full fair value of the performance rights, taking into account the probability of the Company attaining the performance hurdles, the probability that employees will remain eligible to retain the performance rights through continued service and the extent to which employees have rendered services to date.

The value of the Performance Rights within the Reserve at 30 June 2024 was $2,766,712 (2022: $2,203,370). The expense recognised for employee services received during the year was $426,899 (2023: $460,603).

Movements in Performance Rights during the year

Summary of performance rights movements

	2024			2023
Tranche 1
Balance at beginning of year		121,116			82,686
Granted during the year		17,832			42,493
Forfeited during the year		(1,310	)		(4,063	)
Exercised during the year		-			-
Expired during the year		-			-
Balance at end of year		137,638			121,116

	2024			2023
Tranche 2
Balance at beginning of year		16,799			17,200
Granted during the year		-			5,900
Forfeited during the year		(2,717	)		(6,301	)
Exercised during the year		-			-
Expired during the year		(14,082	)		-
Balance at end of year		-			16,799

	2024			2023
Tranche 3
Balance at beginning of year		28,793			28,680
Granted during the year		-			10,628
Forfeited during the year		(4,524	)		(10,515	)
Exercised during the year		-			-
Expired during the year		(24,269	)		-
Balance at end of year		-			28,793

The grants during the period ended 30 June 2024 related to the conversion of debts to Performance Rights. The estimated fair value of each Performance Right granted is $9.45, which is equal to the share price at the date of the grant converted into equivalent Australian Dollars at that date.

F-37

31. Related party transactions

Principles of related party compensation

The Company’s current remuneration structure is largely comprised of fixed remuneration and long-term performance-based incentives, which we believe to be appropriate for a business of our size and nature. Locafy listed in March 2022 and is undertaking a continuous improvement program to transition from its legacy executive remuneration framework that was in line with a venture capital structure to that of a listed company. This will include a review of the framework to align executive remuneration with our reward principles, strategy and best practice.

Directors’ remuneration

Summary of employee benefits expense

Short term

Post-employment

Other long term

Share-based payments

Salary & fees

Cash bonus & non-monetary

benefits

Annual leave accrual⁽¹⁾

Super-

annuation

Long service leave accrual⁽²⁾

Performance Rights⁽³⁾

Total

Total directors

636,495

263,367

6,287

38,500

4,782

53,333

389,429

1,392,193

(1)	Represents accounting adjustments for accrued annual leave.

(2)	In accordance with AASB 119 Employee benefits, long service leave is classified as other long-term employee benefits.

(3)	The fair value of the performance rights is calculated in accordance with IFRS 2 Share-based Payments for non-market performance conditions. The value disclosed is the portion of the grant-date fair value of the performance rights recognised as an expense in each reporting period.

In 2024, a director assigned their employment agreement to a company controlled by that director. There was otherwise no change to the director’s compensation under his employment agreement.

Performance Rights held by Directors

The movement during the reporting period of Performance Rights over ordinary shares in Locafy Limited held, directly, indirectly or beneficially by directors, including their related parties, is as follows:

Summary of performance rights held

Held at July 1, 2023

Granted as compensation

⁽¹⁾

Exercised

Lapsed

Forfeited

Other changes

Held at June 30, 2024

Vested during the year

Vested and exercise-able at

June 30, 2024

Total Directors

121,078

17,832

(20,000

)

118,910

(1)

In order to preserve cash and to reduce debt, the directors agreed to apply unpaid compensation entitlements as at 31 October 2023 towards acquiring performance rights. The number of Performance Rights issued was based upon a price of US$6.65 per Performance Right; which was calculated by applying the 30-day volume weighted average price per Locafy share ended 31 October 2023 and a AUD:USD exchange rate of $0.6350; being the 30-day average rate ended 31 October 2023 (published by the Reserve Bank of Australia). A total of 17,832 Performance Rights were issued.

F-38

Shares held by Directors

The movement during the reporting period in the number of ordinary shares in Locafy Limited held, directly, indirectly or beneficially, by directors, including their related parties, is as follows:

Summary of shares held

Held at July 1, 2023

Received on exercise of Performance Rights

Other

changes ⁽¹⁾

Held at June 30, 2024

Total Directors

286,328

(22,824

)

263,504

(1)	Other changes represent shares that were purchased or sold during the year, together with changes due to movements in director appointments made during the year.

32. Events after the reporting date

●

During July 2024, the Company sold 70,708 ordinary shares for total gross proceeds of US$554,428 pursuant to the At The Market Offering Agreement with H.C. Wainwright & Co., LLC and pursuant to the prospectus supplement dated 21 July 2023 forming a part of the registration statement on Form F-3 (File No. 333-272066), as amended, filed with the Securities and Exchange Commission which became effective on 1 June 2023.

33. Authorisation of financial statements

The consolidated financial statements for the year ended 30 June 2024 (including comparatives) were approved by the board of directors on 12 November 2024.

/s/ Gavin Burnett		/s/ Melvin Tan
Gavin Burnett		Melvin Tan
Chief Executive Officer		Chief Financial Officer

F-39